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6.C. - Page 16 of 28
<br />5.13. Access. Prior to Licensee accessing its Equipment for non-
<br />emergency purposes, Licensee shall provide notice to City at least twenty-four (24)
<br />hours in advance. In the event of an emergency at any time, Licensee will, if time
<br />permits, attempt to provide prior telephonic notice to the City at the following
<br />telephone number: (650) 780-7464.
<br />6. INDEMNIFICATION AND WAIVER. Licensee will indemnify, defend,
<br />protect, and hold harmless the City, its councilmembers, commissioners, officers,
<br />employees, agents, and contractors, from and against liability, claims, demands, losses,
<br />including pole warranty invalidation, damages, fines, charges, penalties, administrative and
<br />judicial proceedings and orders, judgments, and all costs and expenses incurred in
<br />connection therewith, including reasonable attorneys' fees and costs of defense
<br />(collectively, the "Losses") arising from, resulting from, or caused by Licensee's activities
<br />undertaken pursuant to this MLA including activities undertaken by its employees, officers,
<br />agents and contractors, except those Losses arising from or caused by the sole and gross
<br />negligence or willful misconduct of the City, its councilmembers, commissioners, officers,
<br />employees, agents, or contractors. The terms of this section shall survive the expiration or
<br />earlier termination of this MLA.
<br />6.1. Waiver of Claims. Licensee waives all claims, demands, causes of
<br />action, and rights it may assert against City on account of any loss, damage, or
<br />injury to any Equipment, or any loss or degradation of the services, resulting from
<br />any event or occurrence that is beyond the City's reasonable control.
<br />6.2. Waiver of Subrogation. Licensee hereby waives and releases any
<br />and all rights of action for negligence against City, which may hereafter arise on
<br />account of damage to Equipment, Municipal Facilities, or to the Public Rights -of -
<br />Way, regardless of whether or not, or in what amounts, such insurance is now or
<br />hereafter carried by the Licensee. This waiver and release shall apply between the
<br />parties and shall also apply to any claims under or through either party as a result
<br />of any asserted right of subrogation. All such policies of insurance obtained by
<br />Licensee concerning the Municipal Facilities, Equipment, or the Public Rights -of -
<br />Way shall waive the insurer's right of subrogation against the City.
<br />6.3. Limitation of City's Liability. City will be liable only for the cost
<br />of repair or replacement of damaged Equipment arising from the sole and gross
<br />negligence or willful misconduct of City, its employees, agents, or contractors, and
<br />City will in no event be liable for incidental, punitive, exemplary, indirect or
<br />consequential damages, or lost profits arising under or relating to this MLA.
<br />7. INSURANCE. Licensee shall obtain and maintain during the term of this
<br />MLA: (a) Commercial General Liability insurance with coverage at least as broad as
<br />Insurance Services Office form CG 00 01 or its equivalent as determined by City,
<br />protecting Licensee in an amount of Two Million Dollars ($2,000,000) per occurrence for
<br />bodily injury and property damage; and Four Million Dollars ($4,000,000) general
<br />aggregate including personal and advertising injury liability, contractual liability and
<br />coverage for explosion, collapse, and underground property damage hazards, and products -
<br />/completed operations, and premises -operations; (b) Commercial Automobile Liability in
<br />REV: 12-15-2020 PR
<br />ATTY/AGR.2020.296/Master License Agreement (Page 12 of 24)
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